PROPOSED REPRESENTATIONS AND COVENANTS IN CONNECTION WITH A POST- AUGUST 31, 2011 APPRAISAL DATE Each of CCP LP and CCPM LLC (each, a "Corbin Entity") represents and warrants that during the period after August 31, 2011 and ending on the date hereof such Corbin Entity has not taken (directly or indirectly), and covenants that during the period from and including the date hereof and ending on the Appraisal Date such Corbin shall not take (directly or indirectly), and such Corbin Entity's General Partner or Managing Member, as the case may be, shall cause such Corbin Entity not to take, any action (directly or indirectly) that is reasonably likely to adversely affect the value of such Corbin's business or the value of Zwim's partnership or membership interests in such Corbin Entity, including but not limited to any of the following to the extent that such action is reasonably likely to adversely affect the value of such Corbin Entity's business or prospects or the value of Zwim's partnership or membership interests in such Corbin Entity: (i) modify or voluntarily terminate any investment management agreement, advisory agreement or similar agreement to which such Corbin Entity or any of its subsidiaries is a party and from which it earns revenues; (ii) amend any of its Constituent Instruments or merge with or into or consolidate with any other Person, subdivide or in any way reclassify any of its ownership interests or agree to change in any manner the rights of its outstanding ownership interests or the character of its business; (iii) consent to withdrawals of funds by any investor or customer from any fund or account managed by such Corbin Entity or any of its subsidiaries, provided that the foregoing is not intended to prevent such Corbin Entity or any of its subsidiaries from honoring any withdrawal which such investor or customer has the right to make without any consent (and, in the case of an investor in a fund, in accordance with the rele